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Auction Terms and Conditions

ASSET AUCTIONS MEMBER AGREEMENT

The Asset Auctions World Wide Web Site (the "Site") is provided to you by Asset Auctions LLC ("Asset Auctions"), and is subject to the terms and conditions of this Asset Auctions Member Agreement ("Agreement") and any rules or procedures established by Asset Auctions from time to time.

BEFORE REGISTERING TO USE THIS SITE OR ENTERING A BID, PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS THESE ACTIVITIES. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT REGISTER TO USE THE SITE OR ENTER A BID ON THE SITE.

Terms and Conditions

1. Nature of Site. The Site is a forum for owners ("Sellers") of assets such as used equipment and excess inventory ("Assets") and potential buyers ("Buyers") of Assets to facilitate the sale of Assets. The ultimate transaction between Buyer and Seller, however, does not occur on this Site, and Asset Auctions is not a party to any such transaction. Asset Auctions has no control over, and shall not be responsible for the quality, safety or legality of any Asset, or the truth or accuracy of any information or representation posted on the Site.

2. Modifications. Asset Auctions may, in its sole discretion, amend this Agreement, at any time, by posting an amended Agreement on the Site. Such amended Agreement will become effective upon the posting of such Agreement on the Site. Continued use of the Site after such effective date constitutes acceptance of the amended Agreement. Asset Auctions reserves the right, for any reason and at any time, in its sole discretion, to modify, suspend, or terminate any portion of the Site without notice.

3. Registration. No user will be permitted to enter a bid to purchase an item listed for sale on the Site without first registering with Asset Auctions. Only individuals who are authorized to form legally binding contracts on behalf of a business are eligible to register. As used in this Agreement, the term "you" refers to both the individual user and the business that the user represents. In requesting a registration, or in any other communication with Asset Auctions, you may not impersonate or misrepresent an affiliation with any other person or entity, nor may you attempt to communicate with Asset Auctions in an anonymous manner. Upon your completion of a registration application and acceptance of this Agreement, your registration application will be reviewed by Asset Auctions. Asset Auctions may, in its sole discretion, reject your application for any reason and/or terminate your access to the Site at any time for any reason. By accepting this Agreement and/or registering, you hereby provide specific consent and agree to receive notification of auctions via phone, fax and email. If you do not wish to receive such notification and/or revoke such specific consent, please email custsvc@asset-auctions.com and request to be removed.

3.1 Deposit. A deposit may be required to register if stated or may be required to continue bidding after a monetary threshold has been reached. Failure to make a required deposit may result in suspension of bidding privileges.

3.2 International Buyers (Buyers located outside the United States). For further information regarding registration requirements for international Buyers please see the details below, or contact Asset Auctions directly at international@asset-auctions.com or +01 (314) 433-0168 (English) or + 52 (55) 5351-4950 (Spanish).

3.2.1 Buyers from Mexico, Central & South America. Please contact Paola Ramirez + 52 (55) 5351-4950 pramirez@asset-auctions.com in our Mexico City Office to receive bidder approval prior to placing a bid in an auction. You may be required to post a deposit or provide verifiable trade references prior to being approved to bid. You must also agree to adhere to all payment and removal deadlines. Please allow at least 72 hours to confirm your bidding status. If you place a bid without prior approval to bid, your bids may be removed at the sole discretion of Asset Auctions. We appreciate your interest in our auctions and encourage you to establish an ongoing business relationship with us so that you may bid freely in the future.

3.2.2 Buyers from Europe, Australia, Asia and Africa. Please contact Rhoda Francis at +01 (314) 433-0168 or rfrancis@asset-auctions.com to receive bidder approval prior to placing a bid in an auction. You may be required to post a deposit or provide verifiable trade references prior to being approved to bid. You must also agree to adhere to all payment and removal deadlines. Please allow at least 72 hours to confirm your bidding status. If you place a bid without prior approval to bid, your bids may be removed at the sole discretion of Asset Auctions. We appreciate your interest in our auctions and encourage you to establish an ongoing business relationship with us so that you may bid freely in the future.

4. User Name and Password. If your registration application is approved, Asset Auctions will notify you and your user ID and password will be activated. Each user ID and password may only be used by you on behalf of the business that you represent. You will be responsible for the confidentiality and use of your user ID and password, and you will be held solely responsible for all communications made through the Site using your user ID and password. You must immediately notify Asset Auctions if you become aware of any loss or theft of your password or any unauthorized use of your password, user ID, or of the Site.

5. Grant of License. Subject to the terms and conditions of this Agreement and any other rules or procedures established by Asset Auctions from time to time, Asset Auctions hereby grants to you a revocable, nonexclusive, nontransferable license, without the right to sublicense, to use this Site solely for your internal business purpose of facilitating the sale or purchase of Assets. Except as expressly set forth herein, you may not modify, copy, distribute, transmit, reproduce, publish, license, transfer, sell, mirror, frame, or otherwise use any information or content obtained from or through the Site. You represent and warrant to Asset Auctions that you will not use this Site for any purpose that is unlawful or prohibited by this Agreement. You are responsible for providing, at your expense, all communications lines, hardware, software, services and other materials and technology necessary for you to access the Site. Asset Auctions shall have no responsibility for any failure of such items or any failure or limitation of the Internet or other computer hardware or software.

6. Auctions

6.1 Bidding to Buy an Asset. As a potential Buyer in an Auction, you may enter bids in any Auction. By posting a bid in response to an Asset listed in an Auction, you are extending an irrevocable offer to purchase the associated Asset at the price set forth in the bid, provided that the Asset materially complies with the specifications set forth in the listing. Once entered, a bid may not be retracted. Each Buyer may see bids entered by other Buyers, but not the identity of the other Buyers. Bids may be entered in two ways. First, you may enter a manual bid for an Asset by specifying the dollar amount of your bid. A manual bid must be at least one minimum bid increment (as specified in the listing) above the current bid. Second, you may use automatic bidding, pursuant to which Asset Auctions will automatically enter bids on you behalf. Such bids will be one minimum bid increment above the current leading market bid (unless you are the Buyer who entered the current leading market bid) up to the maximum bid amount you select when specifying automatic bidding. By specifying automatic bidding, you irrevocably agree that you will purchase the applicable Asset for any dollar amount up to the maximum bid amount specified by you. Buyer must immediately notify Asset Auctions if a mistake is made in bidding, in some cases the Buyer may still be held responsible for the bid.

Asset Auctions relies on information about assets in the auction provided by the seller and undertakes no investigation of that information. Asset Auctions shall not be responsible for the correct description, genuineness, authenticity of, or defect in any lot, and makes no warranty therewith. Asset Auctions assumes no responsibility for, and makes no representations or warranties concerning, descriptions of assets contained in marketing materials for the auction. It is the bidders' obligation to verify such descriptions prior to the auction.

6.2 Dynamic Auction Extension. In the event that a bid is entered within a designated time period, chosen by the seller, of the scheduled close of the auction, the closing time will automatically be extended, in increments specified by the seller, until no bids have been entered in the pre-stated increment prior to the closing time for the auction. Each Buyer is solely responsible for taking such actions as are appropriate to learn of changes to a closing date or time. The Buyer bears the sole risk of transmitting bids so that such bids are received on Asset Auctions prior to close of the auction. Asset Auctions shall not be responsible for notifying any Buyer of a change in any closing date or time. Asset Auctions will not accept a bid that is received after the closing date and time for the auction.

6.3 Winning Bids. The "Winning Bid" in an Auction is the highest bid entered during the auction that is greater than or equal to the opening bid price. There is no Winning Bid for the auction if no bid is entered at or above the opening bid price.

6.4 Completion of Sales. The Seller and the Buyer that entered the Winning Bid will undertake commercially reasonable efforts to consummate the sale of the Asset within the time specified in the terms and conditions for the Auction, or as soon as reasonably practicable thereafter. In the event that a Seller notifies Asset Auctions via email within thirty (30) days after the close of the auction that the parties cannot finalize the sale to the Buyer that entered the Winning Bid, Asset Auctions will provide the Seller with the contact information for the Buyer that entered the second highest bid. If the second highest bid, at his sole discretion, consummates the sale, the Buyer is liable for the difference between the Winning Bid, and the consummated sales price with the second highest bidder.

6.5 Universal Commercial Code. Per UCC regulations, all lots offered are with reserve unless otherwise stated, and/or in some cases Assets are sold subject to Seller's right of confirmation. In compliance with section 2-328 Asset Auctions hereby provides notice that Asset Auctions reserves the right to enter bids on behalf of the Seller.

6.6 Asset Removal. Buyer is required to remove all items in the lots purchased. All removal shall be at the expense, liability and risk of the Buyer, including disconnecting of utilities. If the Buyer does not remove an item within the stated removal period, Asset Auctions and the Seller may, at their sole discretion, deem the Asset to have been abandoned by the Buyer and the Buyer will have no further rights with respect to the Asset. If items are not removed by the removal deadline, Buyer is liable for all removal and disposal costs associated with disposing of the assets that were not removed. In most cases outside contractors, including riggers and machinery movers, will not be allowed to work on the Seller's premises until they have provided Asset Auctions proper insurance, protecting Asset Auctions, the Seller and the landlord from all and any claims resulting from their actions.

6.7 Claims. No claims will be allowed after the said item has been removed from the premises.

6.8 Technology Malfunction. If a technology malfunction materially affects the outcome of an Auction, Asset Auctions reserves the right to withdraw the auction within 72 hours following the original Auction close time.

7. Warranties by Buyers. By entering a bid or offer for any Asset, you represent and warrant that (i) you have the legal authority and ability to purchase the Asset for which you have entered a bid, (ii) you can meet the Terms set forth in the Listing associated with such Asset, and (iii) you agree to purchase the Asset at the price specified in the bid.

8. Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between you and Asset Auctions as a result of this Agreement or your use of this Site. You acknowledge and agree that Asset Auctions is only an intermediary that only relays information about certain Assets to interested parties. You agree that you will assume all responsibility in connection with choosing to sell or purchase any Asset, whether or not you posted or obtained information about such an Asset through this Site. Asset Auctions assumes no responsibility or liability for any claims that may result directly or indirectly from the Buyer/Seller relationship, including, but not limited to, tort, breach of contract or breach of warranty claims. YOU HEREBY RELEASE ASSET AUCTIONS AND ITS EMPLOYEES, AGENTS, OFFICERS, DIRECTORS AND AFFILIATES FROM ANY AND ALL CLAIMS OR ACTIONS RELATED TO OR ARISING OUT OF A DISPUTE BETWEEN YOU AND ANY OTHER USER OF THE SITE.

9. No Recommendations or Endorsement. Asset Auctions does not sell or take title to the Assets referenced on this Site and does not recommend or endorse the accuracy or reliability of any Listing, Offers or other information, content, or advertisements contained on, distributed through, linked, downloaded, or otherwise accessed from this Site, nor the quality of any of the products, information, or materials displayed, purchased, obtained or otherwise available through this Site.

10. Taxes. Asset Auctions is not responsible for reporting or remitting any taxes which may be assessed, due or owing in any jurisdiction due to a transaction arising from use of the Site.

11. Unauthorized Access and Security. Asset Auctions shall use commercially reasonable efforts to protect the Site against unauthorized access. However, Asset Auctions cannot guarantee the security of any information you disclose online, and you do so at your own risk. Asset Auctions is not responsible for the security of any information transmitted via the Internet or any error or delay in transmitting any information over the Internet, and you assume sole and complete risk for using this Site. By using the site and providing the data, you consent to the collection and use of the data in accordance with this Agreement.

12. Links to other Sites. Asset Auctions may provide links, in its sole discretion, to other sites on the World Wide Web for the convenience of its users in locating related information and services. These sites have not been reviewed by Asset Auctions and are maintained by third parties over which Asset Auctions exercises no control. Accordingly, Asset Auctions expressly disclaims any responsibility for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party sites. Asset Auctions is not responsible for the availability of such sites and does not endorse such sites.

13. Warranty Disclaimer. ASSET AUCTIONS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SITE, OR THE SUITABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, PRODUCTS, AND SERVICES DESCRIBED OR CONTAINED ON THE SITE. THE SITE AND ALL SUCH INFORMATION, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

14. Limitation of Liability. IN NO EVENT SHALL ASSET AUCTIONS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR ANY INFORMATION, PRODUCTS, AND SERVICES AVAILABLE ON OR THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ASSET AUCTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. THE TOTAL LIABILITY OF ASSET AUCTIONS RELATED TO OR ARISING FROM USE OF THIS SITE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS, EVEN IF ASSET AUCTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

15. Indemnity. You hereby agree to defend and indemnify Asset Auctions and its respective affiliates, and all of their officers, directors, shareholders, legal representatives, employees, successors, assigns, and agents and hold them harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from (i) your use of this Site, (ii) your breach of this Agreement, (iii) your dispute with another user of the Site, or (iv) any Asset posted on, or sold through, the Site. You shall not settle or otherwise dispose of any matter that is subject to indemnification by you without the prior written consent of Asset Auctions. Asset Auctions reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.

16. Contact Information. If you have questions regarding this Site, please contact us at customersupport@asset-auctions.com. Asset Auctions also welcomes your feedback and suggestions about how to improve this Site. Any ideas, suggestions, information, know-how, material, or any other content (collectively, "Content") received through this Site will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for Asset Auctions to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display (in whole or part) worldwide, or act on such Content without additional approval or consideration, in any form, media or technology now known or later developed for the full term of any rights that may exist in such Content, and you hereby waive any claim to the contrary.

17. Events Beyond Asset Auctions' Control. Asset Auctions will not be liable for any loss resulting from a cause over which it does not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, acts of terrorism governmental restrictions or Seller’s inability or willingness to deliver the Asset.

18. Governing Law. This Agreement is governed by the laws of the Commonwealth of Pennsylvania, U.S.A. without regard to any provision that would make the laws of another jurisdiction applicable. You consent to the exclusive jurisdiction and venue of the federal and state courts sitting in Pittsburgh, Pennsylvania, U.S.A. with respect to any disputes to which Asset Auctions is a party which may arise in relation to the Site or the information and products available on or through the Site.

19. Compliance with Laws. All Sellers and Buyers shall comply with all applicable laws, including any international laws, in using the Site, and shall comply with all such laws in completing the sale of an Asset.

20. Termination. Asset Auctions may discontinue, modify or change any presently available service or content on the Site in whole or in part, at anytime for any reason, without prior notice. Either you or Asset Auctions may limit or terminate your use of the Site with or without cause at any time and effective immediately. Asset Auctions shall not be liable to you or any third party for termination of your, or any third party's, use of the Site. You acknowledge and agree that any termination or limit on your use of the Site may be effected without prior notice, and you acknowledge and agree that Asset Auctions may immediately remove, delete or discard any information or content that you have posted.

21. Survivorship. The provisions of Sections 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, and 23 of this Agreement will survive the termination of this Agreement.

22. Reservation of Rights. Except as expressly set forth in this Agreement, Asset Auctions grants no rights whatsoever to you or any user of the Site in the patent(s), copyright(s), trademarks, trade names, service marks, trade secrets or other intellectual property rights of Asset Auctions, including, without limitation, any rights, whether created prior to, during or after the performance of this Agreement.

23. General. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of the Agreement shall remain in full force and effect. The section headings in this Agreement are for the convenience of the parties only, and shall have no substantive meaning and shall not be used to construe or interpret any provision of this Agreement. Failure to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by Asset Auctions of any right under this Agreement will be deemed to be either a waiver of any other such right or provision or a waiver of that same right or provision at any other time. This Agreement constitutes the entire agreement between the user and Asset Auctions with respect to the subject matter hereof and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Asset Auctions with respect to the subject matter hereof.

I ACCEPT THE TERMS AND CONDITIONS OF THE ASSET AUCTIONS MEMBER AGREEMENT AND I HEREBY SPECIFICALLY CONSENT TO AUTHORIZE ASSET AUCTIONS TO SEND NOTIFICATIONS OF AUCTIONS VIA PHONE, FACSIMILE TRANSMISSION, AND EMAIL. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT REGISTER TO USE THE SITE OR ENTER AN OFFER ON THE SITE.